VERSO CORPORATION (NYSE:VRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

VERSO CORPORATION (NYSE:VRS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On June30, 2017, Peter H. Kesser resigned from his positions as the Senior Vice President, General Counsel and Secretary of Verso Corporation (“Verso”) and as a director and the Senior Vice President, General Counsel and Secretary of Verso’s subsidiaries. On the same date and in connection with his departure, Verso and Mr.Kesser entered into a separation agreement under which Verso agreed to provide certain payments and other benefits to Mr.Kesser. These payments and benefits include the following:

$624,750, payable in 12 equal monthly installments, as compensation for the performance of his obligations under a confidentiality and non-competition agreement with Verso (the “CNC agreement”);
$357,000 as severance under Verso’s severance policy;
$196,288 as a contribution equivalent to two years of lost retirement benefits to his Verso deferred compensation plan account;
$110,943 as a prorated, discounted portion of his target-level annual incentive award payable under Verso’s incentive plan for 2017;
$49,877 (estimate) of premiums and administrative fees for 36 months (6 months fully subsidized and 30months partially subsidized) of continued medical and dental insurance coverage for him and his eligible dependents;
$38,805 or a formula-based, to-be-determined amount, whichever is greater, in lieu of the issuance by Verso of 7,761 shares of ClassA common stock upon the accelerated vesting of restricted stock units previously granted to him under Verso’s performance incentive plan;
$31,238 as the second installment of his retention bonus under Verso’s 2016 retention plan; and
at least $81,417 consisting of housing and relocation subsidies and payments in lieu of his prorated 2017 contribution under Verso’s supplemental salary retirement program, unused vacation time, executive-level outplacement services, a fully paid, two-year individual term life insurance policy, and his remaining allowance under Verso’s executive financial counseling policy for the current program year.

The total value of these payments and other benefits is approximately $1.5million. Mr.Kesser also is entitled to his accrued, vested benefits under Verso’s retirement and deferred compensation plans. Mr.Kesser provided Verso with a release of claims and agreed to comply with certain non-competition, non-solicitation and other covenants under the separation agreement and the CNC agreement.

The foregoing summary of the separation agreement between Verso and Mr.Kesser does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

Exhibit Number

Description

10.1 Separation agreement, dated June30, 2017, between Verso Corporation and Peter H. Kesser.


Verso Corp Exhibit
EX-10.1 2 d422031dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CONFIDENTIAL        Verso Corporation 8540 Gander Creek Drive Miamisburg,…
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